Common use of No Material Liabilities Clause in Contracts

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June 30, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s balance sheet as of June 30, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”) or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 2 contracts

Samples: Subscription Agreement (Gran Tierra Energy, Inc.), Subscription Agreement (Gran Tierra Energy, Inc.)

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No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June September 30, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s balance sheet as of June September 30, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”) or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Form of Subscription Agreement (Foothills Resources Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documentson Schedule 3(h), since June 30December 31, 20052004, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June 30December 31, 20052004, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Fi Tek Vii Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,0001,000,000, and as set forth in the Exchange Act Documentson Schedule 3(g), since June September 30, 20052003, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June September 30, 20052003, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Tag It Pacific Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June September 30, 20052004, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s balance sheet as of June September 30, 20052004, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”) or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Mru Holdings Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June 30December 31, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June 30December 31, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”"MATERIAL ADVERSE EFFECT") or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (High Tide Ventures, Inc.)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,0001,000,000, and as set forth in the Exchange Act Documentson Schedule 3(g), since June 30, 20052004, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June 30, 20052004, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Tag It Pacific Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000100,000.00, and or as set forth in the Exchange Act Documents, since June 30December 31, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June 30December 31, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Alternative Energy Sources Inc)

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No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and or liabilities or obligations as set forth in the Exchange Act Documents, since June September 30, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June September 30, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the CompanyCompany or any Subsidiary, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Siricomm Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000100,000.00, and or as set forth in the Exchange Act Documents, since June 30December 31, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s balance sheet as of June 30December 31, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a “Material Adverse Effect”) or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Alternative Energy Sources Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and or liabilities or obligations as set forth in the Exchange Act Documents, since June 30December 31, 20052004, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June 30December 31, 20052004, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the CompanyCompany or any Subsidiary, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Home Solutions of America Inc)

No Material Liabilities. Except for liabilities or obligations not individually in excess of $100,000, and as set forth in the Exchange Act Documents, since June 30, 2005, the Company has not incurred any material liabilities or obligations, direct or contingent, except in the ordinary course of business and except for liabilities or obligations reflected or reserved against on the Company’s 's balance sheet as of June 30, 2005, and there has not been any change, or to the knowledge of the Company, development or effect (individually or in the aggregate) that is or is reasonably likely to be, materially adverse to the condition (financial or otherwise), business, prospects, or results of operations of the Company and the Subsidiaries considered as a whole (a "Material Adverse Effect") or any change in the capital or material increase in the long-term debt of the Company, nor has the Company declared, paid, or made any dividend or distribution of any kind on its capital stock.

Appears in 1 contract

Samples: Subscription Agreement (Gran Tierra Energy, Inc.)

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